EHIBIT 3(b)
UNITED DOMINION REALTY TRUST, INC.
RESTATEMENT OF BYLAWS
1. The name of the corporation is UNITED DOMINION REALTY TRUST, INC..
2. The text of the restated Bylaws is attached hereto and is incorporated herein
by reference.
3. The restatement does not contain an amendment to the Bylaws requiring
shareholder approval.
4. The Board of Directors of the corporation adopted the restatement by a
unanimous vote at its meeting held on January 26, 1999.
UNITED DOMINION REALTY TRUST, INC.
By: ____________________________________
Katheryn E. Surface
Senior Vice President
Dated: January 26, 1999
AMENDED AND RESTATED BYLAWS
OF
UNITED DOMINION REALTY TRUST, INC.
ARTICLE I
STOCKHOLDERS' AND DIRECTORS' MEETINGS
The annual meeting of the stockholders of the corporation shall be held
in May of each year on the date and at the time and place fixed by the Board of
Directors. The date, time and place of all meetings of stockholders shall be
stated in the notice of the meeting. Meetings of the stockholders shall be held
whenever called by the Chairman of the Board, the President, a majority of the
directors or stockholders holding at least 1/10 of the number of shares of stock
entitled to vote then outstanding.
The holders of a majority of the outstanding shares of stock entitled to
vote shall constitute a quorum at any meeting of the stockholders. Less than a
quorum may adjourn the meeting to a fixed time and place, no further notice of
any adjourned meting being required. Each stockholder shall be entitled to one
vote in person or by proxy for each share entitled to vote then outstanding in
his name on the books of the corporation.
The transfer books for shares of stock of the corporation may be closed
by order of the Board of Directors for not exceeding 70 days for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof or entitled to receive payment of any
dividend or in order to make a determination of stockholders for any other
purpose. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
stockholders, such date to be not more than 70 days preceding the date on which
the particular action requiring such determination of the stockholders is to be
taken.
The Chairman of the Board shall preside over all meetings of the
stockholders. If he is not present, the Vice Chairman of the Board shall
preside. If neither the Chairman of the Board nor the Vice Chairman of the Board
is present, the President shall preside, or, if none be present, a Chairman
shall be elected by the meeting. The Secretary of the corporation shall act as
Secretary of all the meetings, if he be present. If he is not present, the
Chairman shall appoint a Secretary of the meeting. The Chairman of the meeting
may appoint one or more inspectors of the election to determine the
qualification of voters, the validity of proxies and the results of ballots.
ARTICLE II
BOARD OF DIRECTORS
The Board of Directors shall be chosen at the annual meeting of the
stockholders or any special meeting held in lieu thereof. The number of
directors shall be twelve. This number may be increased or decreased at any time
by amendment of these Bylaws, but shall always be a number of not less than
three. Directors need not be stockholders. Directors shall hold office until
removed or until the next annual meeting of the stockholders or until their
successors are elected. A majority of the directors shall constitute a quorum.
Less than a quorum may adjourn the meeting to a fixed time and place, no further
notice of any adjourned meeting being required. A director may not stand for
re-election if he has attained age 70 on or before the date of the annual
meeting at which directors are elected.
The stockholders at any meeting, by a vote of the holders of a majority
of all the shares of stock at the time outstanding and having voting power, may
remove any director and fill the vacancy. Any vacancy arising among the
directors, including a vacancy resulting from an increase by not more than two
in the number of directors, may be filled by the remaining directors unless
sooner filed by the stockholders in meeting.
Meetings of the Board of Directors shall be held at times fixed by
resolution of the Board upon the call of the Chairman of the Board of Directors,
the President or a majority of the members of the Board. Notice of any meeting
not held at a time fixed by a resolution of the Board shall be given to each
director at least two days before the meeting at his residence or business
address or by delivering such notice to him or by telephoning or telegraphing it
to him at least one day before the meeting. Any such notice shall contain the
time and place of the meeting. Meetings may be held without notice if all of the
directors are present or those not present waive notice before or after the
meeting.
ARTICLE III
EXECUTIVE COMMITTEE
The Board of Directors may designate by resolution adopted by a majority
of all the directors two or more of the directors to constitute an Executive
Committee. The Executive Committee, when the Board of Directors is not in
session, may to the extent permitted by law exercise all of the powers of the
Board of Directors. The Executive Committee may make rules for the holding and
conduct of its meetings, the notice thereof required and the keeping of its
records. Directors who are not members of the Executive committee shall be
entitled to notice of and to attend meetings of the Executive Committee but
shall not be entitled to vote or otherwise participate in the proceedings at
such meetings.
ARTICLE IV
OFFICERS
The Board of Directors, promptly after its election in each year, shall
appoint a Chairman of the Board of Directors, a Vice Chairman of the Board of
Directors and a President (all of whom shall be directors) and a Secretary, and
may appoint a Treasurer and one or more Vice Presidents and such other officers
or assistant officers as it may deem proper. Any officer may hold more than one
office. The term of an officer or assistant officer expires at the first meeting
of the Board of Directors held after the annual meeting of the stockholders next
following such officer's or assistant officer's appointment, but notwithstanding
expiration of his term, an officer or assistant officer continues to serve until
removed or until his successor is appointed. Any officer or assistant officer
may be removed at any time with or without cause by the Board of Directors.
Vacancies among the officers and assistant officers shall be filled by the Board
of Directors. The President shall be the chief executive officer of the
corporation. All officers and assistant officers shall have such duties as
generally pertain to their respective offices as well as such powers and duties
as from time to time may be delegated to them by the Board of Directors.
ARTICLE V
STOCK CERTIFICATES
Each stockholder shall be entitled to a certificate or certificates of
stock in such form as may be approved by the Board of Directors, which shall be
signed manually or by facsimile by the Chairman of the Board, the President or a
Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and which may bear the seal of the corporation or a
facsimile thereof.
All transfers of stock of the corporation shall be made upon its books
by surrender of the certificate for the shares transferred accompanied by an
assignment in writing by the holder and may be accomplished either by the holder
in person or by a duly authorized attorney in fact.
In case of the loss, mutilation or destruction of a certificate of
stock, a duplicate certificate may be issued upon such terms not in conflict
with law as the Board of Directors may prescribe.
The Board of Directors may also appoint one or more transfer agents and
registrars and may require stock certificates to be countersigned by a transfer
agent or registered by a registrar or may require stock certificates to be both
countersigned by a transfer agent and registered by a registrar. If certificates
for stock of the corporation are signed by a transfer agent or by a registrar
(other than the corporation itself or one of its employees), the signature
thereon of the officers of the corporation and the seal of the corporation
thereon may be facsimiles, engraved or printed. In case any officer or officers
who shall have signed, or whose facsimile signature or signatures shall have
been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the corporation.
ARTICLE VI
SEAL
The seal of the corporation shall be a flat-faced circular die, of which
there may be any number of counterparts, with the word "SEAL" and the name of
the corporation engraved thereon.
ARTICLE VII
VOTING OF STOCK HELD
Unless otherwise provided by a vote of the Board of Directors, the
Chairman of the Board, the President or any Vice President may appoint attorneys
to vote any stock in any other corporation owned by the corporation or may
attend any meeting of the holders of stock of such corporation and vote such
shares in person.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.